MSM CEO logs RSU vesting 4,782 shares; 2,834.717 withheld

MSC Industrial (MSM) CEO Erik Gershwind reported routine equity vesting and tax withholding.

Accepted by SEC EDGAR 11/07/2025 - 11:21 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

MSC Industrial (MSM) CEO Erik Gershwind reported routine equity vesting and tax withholding. On 11/05/2025, 4,782 shares vested from RSUs and 770.717 shares vested from dividend equivalent units, both recorded as code M at $0. To cover taxes, 2,834.717 shares were withheld and delivered to the issuer at $86.68 (code F). Following these transactions, he directly beneficially owned 1,569,907 Class A shares. He also reports indirect holdings through various trusts.

Insider Trade Summary

5,552.717 shares exercised/converted

Exercise 5 txns

Insider GERSHWIND ERIK

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU)	4,782	$0.00	$0.00
Exercise	Dividend Equivalent Units	770.717	$0.00	$0.00
Exercise	Class A Common Stock, $0.001 par value	4,782	$0.00	$0.00
Exercise	Class A Common Stock, $0.001 par value	770.717	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock, $0.001 par value	2,834.717	$86.68	$246K
Holding	Class A Common Stock, $0.001 par value	--	--	--
Holding	Class A Common Stock, $0.001 par value	--	--	--
Holding	Class A Common Stock, $0.001 par value	--	--	--
Holding	Class A Common Stock, $0.001 par value	--	--	--

Holdings After Transaction: Restricted Stock Units (RSU) — 0 contracts (Direct); Dividend Equivalent Units — 2,005 contracts (Direct); Class A Common Stock, $0.001 par value — 1,569,907 shares (Direct); Class A Common Stock, $0.001 par value — 562,938 shares (Indirect, See footnotes)

Holdings Before and After: Restricted Stock Units (RSU), 4,782 to 0 contracts (Direct); Dividend Equivalent Units, 2,775.717 to 2,005 contracts (Direct)

Footnotes (9)

1. F1. Each RSU represents a contingent right to receive one share of Common Stock.
2. F2. The dividend equivalent units accrued with respect to outstanding awards of restricted stock units (RSUs) and vest at the same time(s) as the underlying RSUs. Each dividend equivalent unit represents a contingent right to receive one share of Common Stock.
3. F3. Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs.
4. F4. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
5. F5. Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
6. F6. Represents shares held by trusts over whose trustee the Reporting Person can exercise remove and replace powers.
7. F7. Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary.
8. F8. Represents shares held by a Trust of which the Reporting Person is a trustee.
9. F9. 19,126 RSUs were granted on November 5, 2021. 4,781 RSUs vested on each of November 5, 2022 and November 5, 2023, and 4,782 RSUs vested on each of November 5, 2024 and November 5, 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MSM’s CEO report on Form 4?

Vesting of 4,782 RSU shares and 770.717 DEU shares on 11/05/2025, plus tax withholding of 2,834.717 shares at $86.68.

How many shares does the CEO directly own after the transactions?

Direct beneficial ownership is 1,569,907 Class A shares after the reported transactions.

Were these open-market purchases or sales?

No. The entries show code M (conversion/vesting) at $0 and code F (withholding to cover taxes), not open-market trades.

What are dividend equivalent units (DEUs) in this filing?

DEUs accrued on RSUs and vest at the same time as the underlying RSUs; each represents a contingent right to one share of common stock.

What indirect holdings were reported by the CEO?

Indirect holdings include trusts reporting 44,513, 354,963, 61,027, and 102,435 shares, as described in the footnotes.

Are any derivative securities remaining after these transactions?

The table shows 0 remaining for the referenced RSU grant and 2,005 remaining DEUs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GERSHWIND ERIK

(Last) (First) (Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC.

515 BROADHOLLOW ROAD

(Street)

MELVILLE NY 11747

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MSC INDUSTRIAL DIRECT CO INC [ MSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, $0.001 par value	11/05/2025		M		4,782	A	$0(1)	1,571,971	D
Class A Common Stock, $0.001 par value	11/05/2025		M		770.717	A	$0(2)	1,572,742	D
Class A Common Stock, $0.001 par value	11/05/2025		F		2,834.717(3)	D	$86.68	1,569,907	D
Class A Common Stock, $0.001 par value								44,513	I	See footnotes(4)(5)
Class A Common Stock, $0.001 par value								354,963	I	See footnotes(4)(6)
Class A Common Stock, $0.001 par value								61,027	I	See footnotes(4)(7)
Class A Common Stock, $0.001 par value								102,435	I	See footnotes(4)(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSU)	(1)	11/05/2025		M			4,782	(9)	(9)	Class A Common Stock, $0.001 par value	4,782	$0	0	D
Dividend Equivalent Units	(2)	11/05/2025		M			770.717	(2)	(2)	Class A Common Stock, $0.001 par value	770.717	$0	2,005	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of Common Stock.

2. The dividend equivalent units accrued with respect to outstanding awards of restricted stock units (RSUs) and vest at the same time(s) as the underlying RSUs. Each dividend equivalent unit represents a contingent right to receive one share of Common Stock.

3. Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs.

4. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

5. Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.

6. Represents shares held by trusts over whose trustee the Reporting Person can exercise remove and replace powers.

7. Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary.

8. Represents shares held by a Trust of which the Reporting Person is a trustee.

9. 19,126 RSUs were granted on November 5, 2021. 4,781 RSUs vested on each of November 5, 2022 and November 5, 2023, and 4,782 RSUs vested on each of November 5, 2024 and November 5, 2025.

Remarks:

	/s/ Erik Gershwind	11/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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